09:12 ZHONG HUA INT'L<01064>-Announcement&Resumption of Trading(2) The Placing Price of HK$0.020 per Share (the net placing price of the Placing of approximately HK$0.019 per Share) was agreed after arm's length negotiations between the Company and the Placing Agent. Such price represents (i) at par to the closing price of the Shares of HK$0.020 quoted on the Stock Exchange on 13 May 2005, being the last trading day prior to the suspension of trading of the Shares and the date of the Placing Agreement; (ii) a discount of approximately 15.97% to the average closing price of the Shares of HK$0.0238 quoted on the Stock Exchange for the five consecutive trading days up to and including 13 May 2005; and (iii) a discount of approximately 19.35% to the average closing price of the Shares of HK$0.0248 quoted on the Stock Exchange for the ten consecutive trading days up to and including 13 May 2005. The Directors consider that the Placing Price is fair and reasonable and in the interest of the Company and its shareholders as a whole. Underwriting commission payable to the Placing Agent: The Placing is fully underwritten by the Placing Agent with underwriting commission calculated as 1.75% of the amount equal to the Placing Price multiplied by the number of the Placing Shares, i.e. approximately HK$0.27 million. The net proceeds of the Placing, after deducting the underwriting commission and other expenses, will be approximately HK$15.21 million. General Mandate: The Placing Shares will be allotted and issued pursuant to the general mandate granted to the Directors at the Company's special general meeting held on 7 February 2005. As at the date of this announcement, no Shares have been issued and allotted pursuant to such general mandate. The Placing will utilize approximately 99.89% of the Shares to be issued and allotted pursuant to this general mandate. Ranking of Placing Shares: The Placing Shares will rank pari passu in all respects among themselves and with the existing issued Shares. Condition of the Placing: The Placing is conditional upon the Listing Committee of the Stock Exchange granting listing of, and permission to deal in, all of the Placing Shares. The condition must be fulfilled on or before 16 June 2005 (or such other date as agreed by the parties to the Placing Agreement), failing which the Placing shall cease and terminate. Application will be made by the Company to the Stock Exchange for the listing of and permission to deal in the Placing Shares. Completion Date: The Placing shall complete at the third Business Day after the fulfillment of the condition of the Placing (or such later date as may be agreed between the parties to the Placing Agreement in writing). Shareholders and potential investors are advised to exercise caution when dealing in the Shares as the Placing may or may not proceed. PURPOSES OF PLACING AND USE OF PROCEEDS The Company's principal activities are engaged in property investment, leasing of point-of sale equipment and the provision of telecommunication and other related services in the PRC. The gross proceeds from the Placing will be HK$15.66 million and the net proceeds from the Placing of approximately HK$15.21 million will be used as general working capital of the Group. The Directors expect that the Placing will enhance the capital base of the Company, thereby broadening the Company's shareholders base. FUND RAISING DURING THE PAST 12 MONTHS The Company had conducted the following fund raising exercises during the past 12 months: Announcement Net Date of mandates Intended use of Actual Description date Amount raised granted proceeds as announced use of proceeds Issuing of convertible 19 July 2004 HK$30 million 16 June 2004